Limited Liability Company Agreement

　　2.4 registered office and registered agent. the company's initial registered office and the name of the registered agent at such address shall be as set forth in the certificate. the registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the secretary of state pursuant to the act.

　　2.5 term. the term of the company shall commence with the filing of the certificate of formation and shall continue in existence until it terminates in accordance with the provisions of this agreement or the act.

　　article 3.

　　business of company

　　3.1 permitted business. the business of the company shall be:

　　(a) to implement the electronic consumer leisure travel business as such services are more fully described on identified on exhibit 3.1 (the 'business'), in accordance with the initial business plan (the 'business plan') which is attached as exhibit 3.1;

　　(b) to own, operate, expand or sell the business, including without limitation engaging in a reorganization;

　　(c) to acquire the assets, stock or other equity interests of other businesses or assets which are necessary to, or reasonably connected with, the business;

　　(d) to invest cash or other assets in other entities, if such investment is necessary to or reasonably connected with the business;

　　(e) to exercise all other powers necessary to, or reasonably connected with, the business which may be legally exercised by limited liability companies under the act.

　　(f) to engage in all activities necessary, customary, convenient or incident to any of the foregoing.

　　article 4.

　　names and addresses of equity owners

　　the names and addresses of the initial members are as set forth on exhibit 13.1.

　　the names and addresses of other equity owners shall be maintained as provided under section 13.1.

　　article 5.

　　rights and duties of manager and officers

　　5.1 management. the business and affairs of the company shall be managed by its manager. except for situations in which the approval of the members is expressly required by this agreement or by nonwaivable provisions of applicable law, the manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the company, to make all decisions regarding those matters and to perform any and all other acts and activities customary or incident to the management of the company's business. at any time when there is more than one manager, any one manager may take any action permitted to be taken by the manager, unless the approval of all of the managers then appointed is expressly required pursuant to this agreement or the act or unless a majority of the managers provide written notice to the remaining manager(s) prior to such manager(s) taking a specified action that the manager is not authorized to take such action. unless authorized to do so by this agreement or by the manager, no officer, attorney infact, employee or other agent of the company shall have any power or authority to bind the company in any way, to pledge its credit or to render it liable pecuniarily for any purpose.